Thai Language

The Sub-Committees

The Board of Directors has established the Sub-Committees, whose members include the Board of Directors, independent directors and management, possessing the expertise and knowledge appropriate for each Committee, to perform special responsibilities as assigned prior to presenting the results to the Board of Directors for endorsement or confirmation.

The Sub-Committees include:

Audit Committee

The Audit Committee of GMM Grammy Plc. and subsidiaries (GMM Grammy Group Plc) was first appointed on 13 May 1999 in accordance with SET regulations. The 1/2009 Board of Directors’ meeting held on 27 February 2009, appointed Mr. Chai Nasylvanta, an Independent Director and member of the Audit Committee, Chairman of the Audit Committee. During the 2009 Annual General Meeting, it was agreed that Mr. Wanich Jarungidanan be appointed an Independent Director, effective as of 27 April 2009. Moreover, during the Board of Directors Meeting No. 1/2009 held on 27 February 2009, the Board evaluated and approved a change in the qualifications of Independent Directors and amended the Audit Committee Charter in line with changes stipulated by the SET and SEC. Therefore, of the four Independent Directors in the Board of Directors, there is at least one director who possesses a keen understanding of financial matters and is sufficiently experienced to review financial statements. (Mr. Chai Nasylvanta, Chairman of the Audit Committee). The list of names and scope of duties and responsibilities assigned by the Board of Directors is in accordance with rules for Audit Committee Charter and good corporate governance. Details are shown in section “Management Structure” pages 049 , to support a good corporate governance system.

In 2009, the Audit Committee held 4 meetings. The summary of attendance of Audit Committee members is as follows:

Name Ordinary Meetings
1. Mr. Chai Nasylvanta\ 1 - 2 | Chairman of the Audit Committee 2/4
2. Mr. Dej Bulsuk\ 1| Member of the Audit Committee 4/4
3. Mr. Weerawong Chittmittrapap | Member of the Audit Committee 4/4
4. Mr. Wanich Jarungidanan | Member of the Audit Committee 3/3

Notes: 1) At the Board of Directors Meeting No. 1/2009 held on 27 February 2009, the resolution was passed to appoint Mr. Chai Nasylvanta, Independent Director and a member of the Audit Committee, Chairman of the Audit Committee, and Mr. Dej Bulsuk would become a member of the Audit Committee, effective as of 27 February 2009. Moreover, there was a resolution to appoint Mr. Wanich Jarungidanan as a member of the Audit Committee, after being appointed an Independent Director during the 2009 Annual General Meeting.
2) Mr. Chai Nasylvanta is a member of the Audit Committee is sufficiently knowledgeable and experienced enough to perform financial reviews.

Complete details of all meetings were documented in the minutes of the meeting, certified by the Audit Committee and available for review by audit committee members and related parties.

Executive Committee

The Executive Committee was appointed by the Board of Directors, and comprises 14 directors whose names, roles
and responsibilities are detailed in section “Management Structure”

In 2009, the Executive Committee held 12 meetings regarding the daily operations of the Company to determine
corporate strategies, policies, business plans and other duties. The directors’ attendance is summarized as follows:

Name Position Ordinary Meetings
(Times)
1. Ms. Boosaba Daorueng\1 Co-Chief Executive Officer 12/12
2. Mrs. Saithip Montrikul Na Audhaya\1 Co-Chief Executive Officer 9/12
3. Mr. Kittisak Chuang-a-roon Executive Director 12/12
4. Mr. Krij Thomas Executive Director 12/12
5. Mr. Santisuk Chongmankong Executive Director 12/12
6. Mr. Wichian Rerkpaisarn Executive Director 11/12
7. Mr. Sumeth Damrongchaitham
(Resigned his directorship on 11 November 2010)		 Executive Director and Secretary
to the Executive Committee		 11/12
8. Mr. Suwat Damrongchaitham Executive Director 10/12
9. Mr. Takonkiet Viravan\2 Executive Director 4/10
10. Mr. Kamron Pramoj na Ayutthaya\2 Executive Director 5/10
11. Mr. Yongsak Ekprachyasakul\2 Executive Director 8/10
12. Mr. Sataporn Panichraksapong\2 Executive Director 9/10
13. Mr. Kreingkarn Kanjanapokin\3 Executive Director 7/9
14. Mr. Sirichai Tantiponganant\3 Executive Director 9/9

Note: 1) At the Board of Directors Meeting No. 1/2009 held on 26 February 2009, there was a resolution to appoint Mrs. Saithip Montrikul Na Audhaya Co-Chief Executive Officer, effective on 27 February 2009.
2) At the same meeting, the Board appointed Mr. Takonkiet Viravan, Mr. Kamron Pramoj na Ayutthaya, Mr. Yongsak Ekprachyasakul, and Mr. Sataporn Panichraksapong as Executive Directors, effective on 27 February 2009.
3) On the 2/2009 Board of Directors meeting held on 3 April 2009, there was a resolution to appoint Mr. Kreingkarn Kanjanapokin and Mr. Sirichai Tantiponganant as Executive Directors, effective on 3 April 2009.

Detailed content of all meetings were documented in the minutes of the meeting, certified by the Executive Committee, are complete and available for review by Executive Committee members and related parties.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was appointed by Board of Directors’ Meeting no. 1/2009 held on 27 February 2009. Names, roles and responsibilities of the four-person committee are detailed in Section “Management Structure”

In 2009, the Nomination and Remuneration Committee held 1 meeting to evaluate the Board of Directors and Audit Committee’s compensation in 2009, including proposing candidates for appointment as directors in place of those whose tenures have expired, and appointing additional directors. The summary of attendance of Nomination and Remuneration Committee members is as follows:

Name Ordinary Meetings
1. Mr. Paiboon Damrongchaitham
Chairman of the Nomination and Remuneration Committee		 1/1
2. Mr. Chai Nasylvanta
Member of the Nomination and Remuneration Committee		 1/1
3. Mr. Dej Bulsuk
Member of the Nomination and Remuneration Committee		 1/1
4. Mr. Sumeth Damrongchaitham
Member of the Nomination and Remuneration Committee
(Resigned his directorship on 11 November 2010)		 1/1

Detailed and complete content of all meetings were documented in the minutes of the meeting, certified by the Nomination and Remuneration Committee and are available for review by Nomination and Remuneration Committee members and related parties.

Risk Management Committee

The Risk Management Committee was appointed by the Board of Directors’ Meeting no. 1/2005 held on 3 February 2005 and additional members were appointed in 2007 and 2008. As at 31 December 2008, the Committee comprises 9 members, whose names, roles and responsibilities, are detailed in Section “Management Structure”

In 2009, there was 1 meeting held on the 25 February 2009, attended by all the members of the Risk Management Committee, to acknowledge the operations of the Sub-Risk Management Committee in 2008, and approve plans to improve risk management in 2009.

On 26 February 2009, the Risk Management Committee presented its annual report on the operations and progress made in developing the Group’s risk management system in 2009, which can be summarized as follows:

Detailed and complete content of all meetings were documented in the minutes of the meeting, certified by the Risk Management Committee and are available for review by Risk Management Committee members and related parties.

 

Corporate Governance